(Name and telephone number, including area code, of the person to contact in connection with this report.)

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

x
Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31,
2013
.

Section 1 — Conflict Minerals Disclosure

Brocade Communications Systems, Inc. (“Brocade” or the “Company”) is a leading supplier of networking equipment and software, including Storage Area Networking solutions and Internet Protocol networking solutions for data centers and other networking connectivity in businesses and organizations of many types and sizes, including service providers, global enterprises and public sector entities. Brocade offers a comprehensive line of high-performance networking hardware and software products as well as services that enable businesses and organizations to make their networks and data centers more efficient, reliable and adaptable to the changing demands of new network traffic patterns and volume.

For Calendar Year 2013 (“CY 2013”), Brocade determined that “conflict minerals”
1
are necessary to the functionality or production of products that it manufactured and contracted to manufacture. Accordingly, Brocade conducted a reasonable country of origin inquiry (“RCOI”) as described further below and is providing this Report on Form SD.

Item 1.01 Conflict Minerals Disclosure and Report

Based on Brocade’s determination that certain conflict minerals are necessary to the functionality or production of a product or products that it manufactured in CY
2013
. Brocade conducted an RCOI to determine whether any of those conflict minerals originated in the Democratic Republic of the Congo or an adjoining country
2
(together, “covered countries”). Brocade does not obtain any conflict minerals directly from mines or from smelters where ores are processed; all conflict minerals that may be present in a product manufactured by Brocade are the result of incorporating various parts and components of those products that are obtained from its suppliers. Therefore, the RCOI that was conducted by Brocade included obtaining information from Brocade’s suppliers who provide the parts and components that are likely to contain one or more conflict minerals. This information included declarations regarding the presence of conflict minerals in products sold to Brocade, the smelters where such conflict minerals were processed, and to the extent such information was available, the mines of origin for any conflict minerals. The procedures used by Brocade to complete its RCOI are described in more detail in Exhibit 1.02 — Conflict Minerals Report.

Based on the results of its CY
2013
RCOI, Brocade had reason to believe that certain parts or components of one or more of its products may contain conflict minerals from a covered country and may not be from recycled or scrap sources. As a result, Brocade conducted due diligence activities that were based on guidance developed by the Organisation for Economic Cooperation and Development, an internationally recognized due diligence framework. The specific due diligence activities undertaken by Brocade are described in more detail in Exhibit 1.02 — Conflict Minerals Report. Following the completion of its due diligence activities, Brocade determined the following:

•

One or more conflict minerals are present in products obtained from certain suppliers; however, based on relevant supplier declarations and smelter information, the conflict minerals do not originate from a covered country or did come from scrap or recycled sources.

•

A small group of suppliers reported that one or more conflict minerals present in their products were believed to have originated from a covered country. However, in each case where this declaration was made, the supplier reported that the minerals were obtained and/or processed in a manner that did not directly or indirectly finance or benefit armed groups in a covered country, e.g., smelters were identified that had been certified under the Conflict Free Smelter program.

Pursuant to the rules and regulations of the Securities and Exchange Commission, in both cases identified above, the parts provided by these suppliers are considered to be “DRC conflict free”
3
.

1

Defined in Section 1502(e)(4) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Act”) to include columbite-tantalite, also known as coltan (the metal ore from which tantalum is extracted); cassiterite (the metal ore from which tin is extracted); gold; wolframite (the metal ore from which tungsten is extracted); or their derivatives.

2

Defined in Section 1502(e)(1) of the Act as a country that shares an internationally recognized border with the DRC. As of the date of this filing, this includes Angola, Burundi, Central African Republic, the Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda, and Zambia.

3

As defined in Form SD. Products that do not contain conflict minerals necessary to the functionality or production of a product that directly or indirectly finance or benefit armed groups in the covered countries. Conflict minerals that are obtained from recycled or scrap sources are considered to be DRC conflict free.

Despite all good faith efforts to complete its RCOI and due diligence activities, certain of Brocade’s suppliers either did not provide complete information regarding the origin of the conflict minerals in their products, or they responded that they were unable to determine the origin of any conflict minerals in their products. Therefore, Brocade has determined parts obtained from this group of suppliers meet the definition of “DRC conflict undeterminable”
4
.

Brocade produces networking equipment. Brocade’s products contain both parts that meet the definition of DRC conflict free and parts that are DRC conflict undeterminable. As such, for CY
2013
, Brocade has determined that its networking equipment is DRC conflict undeterminable and, as required by 17 CFR 249b.400, Brocade prepared a Conflict Minerals Report, which is provided as Exhibit 1.02.

Brocade’s Form SD and Conflict Minerals Report are posted on its publicly available Internet websites at

As defined in Form SD. Products where Brocade has not been able to clarify the conflict minerals’ country of origin, whether the conflict minerals financed or benefited armed groups in those countries, or whether the conflict minerals came from recycled or scrap sources.

Item 1.02 Exhibit

See Item 2.01.

Section 2 — Exhibits

Item 2.01 Exhibits

Exhibit 1.02 — Conflict Minerals Report as required by items 1.01 and 1.02 of this Form.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.

In 2010, the United States enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd Frank Act”). Section 1502 of the Dodd Frank Act specifically relates to “conflict minerals” and adds Rule 13p-1 to the Exchange Act. Rule 13p-1 and the related rules adopted by the Securities and Exchange Commission (“SEC”) require companies subject to Rule 13p-1 to perform certain procedures to determine the source of “conflict minerals”
1
, that are deemed to be necessary to the functionality of the products such companies manufacture or contract to manufacture. Specifically, companies are required to determine whether the conflict minerals used in their products originated in the Democratic Republic of the Congo (“DRC”) or an adjoining country (together, “covered countries”), and whether armed groups directly or indirectly benefit as a result, and to disclose information about the due diligence procedures the company performed.

Brocade has determined that certain conflict minerals are necessary to the functionality or production of a product or products that it manufactured in Calendar Year 2013 (“CY 2013”). Based on that determination, Brocade conducted a reasonable country of origin inquiry (“RCOI”) to determine whether any of those conflict minerals originated in the covered countries. Based on the results of its CY 2013 RCOI, Brocade had reason to believe that certain parts or components of one or more of its products may contain conflict minerals from a covered country and may not be from recycled or scrap sources. As a result, Brocade conducted the due diligence activities described in this report. Following the due diligence process, Brocade determined that its applicable products were DRC conflict undeterminable (as defined in the rules and regulations of the SEC).

1

Defined in Section 1502(e)(4) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Act”) to include columbite-tantalite, also known as coltan (the metal ore from which tantalum is extracted); cassiterite (the metal ore from which tin is extracted); gold; wolframite (the metal ore from which tungsten is extracted); or their derivatives. Brocade refers to these materials as 3TG.

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2

Due Diligence

2.1

Brocade’s RCOI and Due Diligence Process

As an original equipment manufacturer, Brocade is many steps removed in the supply chain from the smelters that process the minerals used in its products and from the mines of origin for the minerals. Therefore, Brocade determined that it is reasonable for the company to expect its suppliers to identify those “upstream” companies, namely, the smelters/refiners that represent the sources of tin, tantalum, tungsten and gold (“3TG”) in its supply chain. Brocade’s approach to due diligence was integral to its RCOI process and relied heavily on developing and responding to a clear understanding of the conflict minerals risk inherent in its supply chain. Brocade aligned its efforts with the conflict minerals tools and processes developed by the Electronics Industry Citizenship Coalition (“EICC”) and the Global e-Sustainability Initiative (“GeSI”), specifically:

•

the industry standard EICC/GeSI Conflict Minerals Reporting Template was used for surveying direct suppliers for critical conflict minerals information, including identification of all smelters in their supply chains

•

the results of the Conflict Free Smelter (CFS) audit program, under which the EICC is sponsoring audits of the smelters utilizing a standard audit protocol, was used to determine whether a smelter is conflict free

Brocade utilized the EICC template to collect information on 3TG that is present in its supply chain, reviewed the information, exercised due diligence where appropriate to include pressing for more detailed and transparent information from certain suppliers, and conducted desk top audits of the information provided by a select group of suppliers. As a result of its RCOI, Brocade determined that at least some of the 3TG in its supply chain may have originated in the covered countries and conducted certain due diligence activities.

By definition, due diligence is a series of reasonable steps that are taken to satisfy a specific requirement. In this case, the objective of those reasonable steps for Brocade was not only to comply with the SEC final rule, but to develop a position of social responsibility with respect to addressing the conflict minerals risk in its supply chain. To achieve these objectives, Brocade adopted a due diligence process based on the five-step due diligence framework described in the Organisation for Economic Cooperation and Development (OECD) guidance and related supplements. These steps, which by nature incorporated the RCOI process, included:

1.

Developing and implementing a company management system regarding conflict minerals in its supply chain

2.

Understanding the conflict minerals risk in its supply chain through the RCOI and risk assessment processes

Reviewing the supply chain risks, including desk top audits of certain suppliers, and influencing the nature of its supply chain with respect to addressing conflict minerals risk

5.

Documenting its due diligence process and the outcome to support preparation of SEC reporting and public disclosure of its conflict minerals information

The activities undertaken by Brocade to complete each of these steps are described in the following sections.

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2.2

Company Management System

Brocade completed a number of actions to develop an internal management system that supports its compliance with the conflict minerals rule, addresses its customers’ needs for understanding conflict minerals in their supply chains, and implements a reasonable approach to understanding the conflict minerals risks in its own supply chain. These actions include:

•

A company Conflict Minerals Statement that was developed and approved by key stakeholders, communicated internally, and is posted on the company’s external website at:
http://www.brocade.com/downloads/documents/company_information/corporate-responsibility-conflict-mineral.pdf
. The text of Brocade’s statement is presented below:

Brocade recognizes the adverse effects associated with mining columbite-tantalite, cassiterite, gold, wolframite or their derivatives (collectively referred to as “conflict minerals”) in the Democratic Republic of the Congo and adjoining countries. Brocade is committed to sourcing minerals for our products in a manner that does not directly finance armed groups perpetrating serious human rights abuses in the Democratic Republic of the Congo or an adjoining country. In addition, Brocade is committed to complying with Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and with a nationally or internationally recognized framework for conflict minerals due diligence, as applicable. Brocade expects our suppliers to exercise due diligence on the source and chain of custody of conflict minerals in the products they manufacture, to make their due diligence measures and information available to Brocade on request, and to source minerals from responsible sources that do not contribute to human rights abuses in the Democratic Republic of the Congo and adjoining countries. Brocade will comply with the reporting requirements of Section 1502 of the Dodd-Frank Act, including making information regarding conflict minerals available to the public.

•

A strategy for compliance with the SEC final rule was devised that included establishing roles and responsibilities, developing and implementing a Conflict Minerals Implementation Plan, and developing an internal Conflict Minerals Standard Operating Procedure (“SOP”). The Conflict Minerals Implementation Plan includes the scope of the program and approach used for compliance with the SEC rule; responsibilities for implementing the plan; a description of the process Brocade followed to complete its RCOI, due diligence, and SEC reporting requirements; a conflict minerals process flow diagram; and an implementation schedule. The SOP describes Brocade’s conflict minerals risk-based due diligence and management system approach to support Brocade’s goal that its supply chain does not contribute to human rights abuses and conflict in the DRC and adjoining countries.

•

The onboarding process for new suppliers was modified to include the addition of contractual language regarding Brocade’s expectations with respect to conflict minerals and a request for completed EICC templates to be submitted during the onboarding process.

•

On a quarterly basis or more frequently, if needed, Brocade engaged with its customers to understand their approaches to managing conflict minerals and to ensure Brocade provided appropriate and responsive information.

•

A resource plan was developed that identified both internal and external resources and responsibilities for implementing various aspects of Brocade’s conflict minerals strategy.

•

Brocade assigned business functional group responsibilities for conflict minerals to specific Brocade employees, held meetings with those employees to explain what was needed, and developed an internal Plan of Record that served as a formal commitment by the company to implement its conflict minerals program and established expectations for accountability.

•

Brocade retained an outside contractor to provide the means and methods to implement its good faith RCOI and due diligence process.

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•

Brocade implemented an RCOI process that involved collecting and evaluating completed EICC templates from its suppliers who were actively engaged in providing products to Brocade during CY 2013 that were likely to contain 3TG. Supplier information was subject to the due diligence process as described in this report. Brocade held its suppliers responsible for providing the information needed to support the RCOI and due diligence processes at both the corporate level and the procurement level. Suppliers who were reluctant to provide the required information were escalated to Brocade’s procurement team, which provided direct support of the RCOI process, to achieve the maximum supplier response. This resulted in receiving a response from 100% of all of the in-scope suppliers; 96% of the suppliers submitted completed EICC templates and 4% submitted other information in lieu of a template.

•

Internal and external communications were developed by Brocade that describe its company statement and conflict minerals strategy and program to employees, suppliers, investors, customers and other interested stakeholders. The communication includes the Conflict Minerals Statement on its publicly available website at:
http://www.brocade.com/downloads/documents/company_information/corporate-responsibility-conflict-mineral.pdf
, presentations, outbound EICC templates, supplier communication letters and e-mails, and training programs.

2.3

Supply Chain Risk Assessment

Brocade used the EICC template (and its associated list of smelters, including those in the CFS program) as the platform for its in-scope suppliers to communicate information regarding the presence of 3TG and country of origin data for products supplied to Brocade. A two-part review process was conducted on the EICC templates received from suppliers; Part 1 was a completeness review and Part 2 was a risk review that comprised various risk assessment paths and follow-up actions.

The completeness review focused on whether each supplier provided all of the required information in the detail expected. Templates found to be incomplete were returned to the suppliers who were requested to resubmit them with all of the required information.

The risk review, which included an evaluation of six risk “paths”, was conducted in conjunction with the completeness review. The primary objective of the risk review was to evaluate whether a supplier’s responses could be considered to be credible such that Brocade could effectively implement its conflict minerals strategy and policy, including meeting the requirements of the SEC final rule.

The six risk “paths” included the following:

•

Path A - The supplier’s declared smelter is not on the EICC template drop down list.

•

Path B - The supplier’s declared smelter is on the drop down list, but is not on the CFS list.

supplier responses for which it was not reasonable to believe the information provided

•

key issues for which supplier follow-up was needed to meet Brocade’s program objectives and customer requirements

•

issues which may pose a business risk to Brocade

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2.4

Response to Identified Risks

Based on the results of the risk review, suppliers were asked to provide additional information or resubmit their templates to address identified issues. The suppliers’ responses to requested follow-up actions and requests for additional information were reviewed by Brocade and, where necessary, an appropriate response on Brocade’s part was initiated. In some cases, the outcome of these additional actions by certain suppliers did not completely address the identified risks resulting in identification of suppliers that do not meet Brocade’s expectations with respect to its conflict minerals statement.
These suppliers will be included in a corrective action program that will be implemented during Brocade’s CY 2014 conflict minerals RCOI and due diligence process.

2.5

Smelter Validation

Based on the smelter information provided by the in-scope suppliers on the completed EICC templates, two lists of smelters were compiled. The “known” smelter list included those smelters that have been evaluated by the EICC, determined to be smelters, and assigned a smelter ID number. This list of smelters was compared to the EICC’s list of CFS facilities and a notation was made regarding which smelters were determined to be CFS.

The “unknown” smelter list included those smelters identified by suppliers in their EICC templates that did not have smelter ID numbers. This list was subjected to additional review to attempt to determine whether the companies identified were actual smelters. This review included direct contact with the companies when contact information was provided by a supplier or could otherwise be identified, review of any additional information provided by the smelter, and a search for publicly available information regarding each company via the Internet. When the supporting information indicated that an identified company was engaged in smelting operations, it was identified as a smelter.

2.6

Risk Review/Desk Top Audits

Based on the outcome of the risk review and any follow-up actions, Brocade selected a group of suppliers to participate in “desk top” audits. The objective of these audits was to further evaluate the information provided regarding the source of any conflict minerals reported.

The audits were conducted by an experienced auditor from Brocade’s outside contractor, who was independent of the data collection process, and included the activities described below.

1.

Prioritized suppliers based on the information provided in their EICC templates and finalized list for the audits

2.

Created “rules” for the audit team

3.

Initiated the audit process

4.

Contacted suppliers selected for audit

5.

Reviewed all information provided by each supplier

6.

Independently verified supplier information to the extent possible:

•

Reviewed each supplier’s company website regarding its conflict minerals policy and other relevant information that is publicly available

•

Checked for other publicly available information (e.g., information on identified smelters)

•

Checked the status of smelters in the CFS program

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7.

Requested follow up information from each supplier, including:

•

Questionnaire regarding conflict minerals management system, how they derived their information on the EICC template, source of supply, and to ascertain whether the metal(s) could have come from scrap or recycled sources

•

Additional smelter information, if needed

8.

Evaluated whether each supplier is sourcing materials from a conflict country that is benefitting armed groups

9.

Prepared an audit report

2.7

CY 2014 Activities

Brocade will conduct its CY 2014 RCOI process by sourcing conflict minerals data from all of its active suppliers that were included in the CY 2013 process and will expand the scope of the project to include additional suppliers. In addition, Brocade is developing and will implement corrective action plans for certain groups of suppliers that did not meet Brocade’s expectations as identified in its conflict minerals statement. The corrective action plans will be designed to reinforce Brocade’s expectations for its suppliers to identify the source of any conflict minerals in their products and to develop clear supporting documentation, to source minerals from CFS smelters, and to encourage non-CFS smelters to undergo certification as conflict free.

3

Product Description

Brocade produces networking equipment. Brocade’s products contain both parts that meet the definition of DRC conflict free and parts that are DRC conflict undeterminable. As such, for CY 2013, Brocade has determined that its networking equipment is DRC conflict undeterminable.

Because Brocade is many times removed from the origin of any conflict minerals in its supply chain, it relied on information provided by its suppliers regarding the facilities used to process conflict minerals, the country of origin of the conflict minerals, and the specific mine or location of the minerals’ origin. Using EICC templates, Brocade collected information regarding the facilities used to process conflict minerals (i.e., smelters) from its supply chain. Approximately 34% of Brocade’s in-scope suppliers were not able to provide sufficient information for Brocade to determine the country, mine, or location of origin of the conflict minerals in products sold to Brocade. The list of smelters identified by Brocade’s in-scope suppliers is provided in Appendix A. This list includes “known” smelters (i.e., smelters that have an ID number that was assigned by the EICC, known smelters that have been confirmed to be CFS (or certified by similar programs to be processing minerals that do not benefit armed groups in a covered country), and facilities that do not currently have smelter ID numbers, but have been determined through Brocade’s validation process to be conducting smelting operations.